I, hereinafter referred to as “Disclosing/Receiving Party”, on the one hand, and Mauritius Renewable Energy Agency, place of business: Port Louis, Mauritius, hereinafter referred to as “MARENA”, represented by CEO, on the other hand, hereinafter be referred to individually as «Party» and collectively as «Parties», have concluded this Confidential Non-Disclosure Agreement (hereinafter referred to as “Agreement”) for the following:

Purpose:
Disclosing/Receiving Party and MARENA, for their mutual benefit, wish to disclose certain proprietary, confidential information to each other on a confidential basis. The purpose of the exchange is to enable the Parties to discuss mutual projects and potential prospects of cooperation (the “Purpose”).

Confidential Information:
Confidential Information shall mean, but is not limited to, any information, trade secrets, know-how, patents applications, customers, ideas, plans, designs, projects, drawings and processes, including circuit schematics, specifications, manufacturing technologies and any other information that a Party considers to be confidential, and includes the fact and extent of the owner’s interest in this information. Confidential Information may be communicated orally, in writing, via e-mail, computer programs, on DVD, CD, USB drives or other electronic devices, or by visual observation.

Obtaining Protection for Confidential Information:
In order for Confidential Information to obtain protection under this Agreement, it shall meet the requirements set forth in the following paragraphs:
-All Confidential Information made available by a Party or exchanged between the Parties in tangible form pursuant to this Agreement shall be marked "CONFIDENTIAL" by the furnishing Party prior to disclosure, whereby a hand-written mark shall be deemed sufficient.
-Oral Confidential Information must be declared as confidential prior to its disclosure.
-Confidential Information in electronic form (e-mail, website, computer file, folder, archived file etc.) shall be marked "CONFIDENTIAL" in title/theme or marked graphical/text "CONFIDENTIAL" inside.

Obligations of Confidentiality/Exceptions:
Any information that is designated as Confidential Information in accordance with the terms of this Agreement shall be used only in furtherance of the Purpose of this Agreement and shall not be disclosed to anyone other than the Receiving Party. The Receiving Party agrees that it will not use or exploit Confidential Information for its own benefit or that of any third party and will make only such use of the Confidential Information as is contemplated by this Agreement or specifically authorized in advance by the disclosing Party in writing.
Each Party may disseminate Confidential Information to its employees (or any person who has signed an Agreement) who have a reason to know or have access to such Confidential Information and only to the extent necessary to fulfill the intent and terms of this Agreement. To the extent necessary to protect the disclosing Party’s rights, the Receiving Party will have appropriate written agreements with its employees sufficient to enable it to comply with all the terms of this Agreement.  

This provision will not apply to Confidential Information that:
(1) after disclosure, lawfully enters the public domain other than as a result of the act or omission of the Disclosing/Receiving Party; or
(2) at the time of disclosure, is in the public domain; or
(3) the Receiving Party can demonstrate by written evidence that the same is already lawfully known to it, prior to receiving it from the other Party; or
(4) was obtained or received from a third party without restriction on disclosure; or
(5) the Receiving Party can demonstrate by written evidence, the same was developed by the Receiving Party independently of and without direct or indirect access to the Confidential Information disclosed by the disclosing Party.

The above exceptions (1) through (5) shall not be interpreted by the Disclosing/Receiving Party as justification to disregard the obligations of confidence set forth in this Agreement merely because individual portions of the Confidential Information may be found to be within the exceptions, or because the Confidential Information is implied by but not specifically disclosed in information falling within the exceptions.

Compelled Disclosure:
If the Receiving Party is required to disclose Confidential Information in response to a valid order of a court of competent jurisdiction, the Receiving Party agrees to promptly notify the disclosing Party of the requirement for such disclosure to give the disclosing Party the opportunity to contest the disclosure or render the disclosure impossible in any other way.

Ownership/No License Granted:
All Confidential Information remains the property of the disclosing Party. No license, right, title or interest in any Confidential Information or any other intellectual property right, either express or implied, now or hereafter obtained, is granted, agreed to be granted, or implied by either this Agreement or the disclosure of the Confidential Information.

Relationship/No Commitment:
This Agreement shall not be construed to create any obligation on either Party to disclose any information to the other Party or to enter into a business relationship of any kind with the other Party, or to introduce, sell, develop, or otherwise exploit any product, good, concept, right or service based on the Confidential Information or any product, good, concept, right or service of the other Party.

Warranty/Liability:
Each Party warrants that it has the right to make the disclosures under this Agreement. No other warranties are made under this Agreement. Any Confidential Information exchanged under this Agreement is provided “AS IS.” Neither Party shall be liable to the other Party for any expenses, losses, damages or actions incurred or undertaken by the other Party in reliance on any information supplied under this Agreement.  In case of disclosure of Confidential information by either of the Parties, the Party in fault shall indemnify all damages caused by such disclosure.

Copy/Return of Information:
The Receiving Party will not copy or duplicate or record by electronic means or otherwise any materials containing Confidential Information except as necessary to accomplish the Purpose of this Agreement. Any copies made in accordance with this Agreement shall bear any Confidential or Proprietary markings of the disclosing Party. The Receiving Party will return or destroy all materials containing Confidential Information which have been provided by the disclosing Party including all copies upon demand therefore by the disclosing Party. No copies may be kept for archival purposes.
 
Term and Termination:
This Agreement shall become effective as of the date of submission provided that this Agreement shall cover all Confidential Information disclosed by one Party to the other whether before or after the effective date. This Agreement is valid till the Parties fulfill their liabilities hereunder.  Either Party may terminate this Agreement prior to its expiration date by giving 30 days prior written notice to the other Party; provided however, that the Confidential information disclosed under this Agreement will be protected in accordance with the terms of this Agreement for five (5) years following the termination of this Agreement.

Remedy:
The Parties acknowledge that they may be irreparably harmed by, and that monetary damages may not be a sufficient remedy for, the unauthorized disclosure of Confidential Information and that the disclosing Party shall be entitled, without waiving any other rights or remedies, to seek injunctive relief in a court of competent jurisdiction.

Counterparts:
For purposes hereof, an electronic copy of this Agreement, including the acknowledgment email, will be deemed to be an original.

Arbitration:  
Any dispute,  controversy  or claim arising out of or relating to this Agreement, or the interpretation, execution, breach, termination or invalidity thereof, shall be settled by an Arbitration Court in Mauritius in accordance with its Rules.

This Agreement shall be regulated by the substantive law of Mauritius.
The number of arbitrators shall be three.
The place of arbitration shall be Mauritius.
The language to be used in the arbitral proceedings shall be English.

The present Agreement is drawn up in English language.